Transcription

1 PEPCO HOLDINGS, INC. EXECUTIVE PERFORMANCE SUPPLEMENTAL RETIREMENT PLAN The Potomac Electric Power Company Executive Performance Supplemental Retirement Plan (the "Pepco plan") was established, effective January 27, 1994 to provide supplemental retirement benefits to key executives of the Company, based on awards received by such executives under the Executive Incentive Compensation Plan. The Plan was amended from time to time thereafter, including amendments to recognize the merger by which Pepco and Conectiv became wholly owned subsidiaries of Pepco Holdings, Inc. (the "Company" or "Pepco Holdings") and to amend the Plan to conform to regulations relating to deferred compensation under the Internal Revenue Code. The Plan is restated herein and is known as the Pepco Holdings, Inc. Executive Performance Supplemental Retirement Plan. (the "Plan").

2 I. Definitions 1.1 Applicable Executive Incentive Compensation Plan. The principal annual incentive compensation plan in which the Participant participates. 1.2 Applicable Form of Benefit - The type of life annuity which will be provided to a Participant receiving benefits under this Plan. The Plan benefit to be paid to a participant under this Plan shall be in the annuity form elected by the Participant with respect to the Participant's benefit under the Applicable Defined Benefit Pension Plan, except that the variable annuity option under the Pepco General Retirement Plan is not an annuity form available for payment of benefits under this Plan. If a Participant does elect the variable annuity option under the Pepco General Retirement Plan, benefits under this Plan will be paid in the form applicable to the component of the Participant's accrued benefit under the General Retirement Plan which is not payable in variable annuity form. No other benefit options are provided under this Plan. 1.3 Applicable Defined Benefit Pension Plan The principal defined benefit pension plan of Pepco Holdings or one of its subsidiaries in which the Participant participates. In the case of Participants who participate in Pepco's General Retirement Plan, such term shall also include participation in the Pepco Exempt Surviving Spouse Welfare Plan. 1.4 Committee - The Compensation/Human Resources Committee of the Board of Directors of the Company. 1.5 Company Pepco Holdings, Inc. or its successor. 1.6 Eligible Executive An executive who is described in Section 2.1 of this Plan. 1.7 Exempt Surviving Spouse's Welfare Plan the welfare plan by the same name which was sponsored by Pepco prior to the Merger. - 2-

3 1.8 General Retirement Plan the defined benefit pension plan by the same name which was sponsored by Pepco prior to the Merger. 1.9 Participant - An Eligible Executive who has satisfied the conditions described in Section 2.1 and to whom the provisions of Section 2.2 are not applicable Plan - The Pepco Holdings, Inc. Executive Performance Supplemental Retirement Plan SERP - The Pepco Holdings, Inc. Supplemental Executive Retirement Plan Supplemental Benefit Plan - The Pepco Holdings, Inc. Supplemental Benefit Plan. Any term which is not defined in this section or any other section of the Plan shall have the same meaning as that term has under the Applicable Defined Benefit Pension Plan. II. Eligibility and Participation 2. 1 Any employee of any Pepco Holdings subsidiary as designated by the Chief Executive Officer of the Company (the Chief Executive Officer to be designated by the Board) shall be eligible to participate in this Plan; however, no employee shall be designated a Participant in this Plan if the compensation used to determine benefits under the Applicable Defined Benefit Pension Pan in which the employee participates includes remuneration in excess of such employee's basic rate of compensation. 2.2 An employee shall cease to be a Participant in this Plan and shall not be entitled to any benefits hereunder if the employment of such employee is terminated for any reason, other than death, before the later of (i) the date the employee attains age 59, or (ii) the date the employee first attains either his Early Retirement Date or his Normal Retirement Date under the Applicable Defined Benefit Pension Plan

4 2.3 In order to receive benefits under the Plan, a Participant (i) must not have incurred a forfeiture of benefits under Section 2.2 and (ii) must have been an Eligible Executive within the twelve (12) months immediately preceding his actual retirement under the Applicable Defined Benefit Pension Plan, and either (a) have held such position for at least a five year period, or (b) have attained age 65. III. Retirement Benefits 3.1 This Section 3.1 defines the amount of retirement income which will be paid to a Participant under this Plan to supplement other pension benefits. The amount of retirement benefits payable from this Plan in the Applicable Form of Benefit shall be the difference, if any, between (i) the aggregate amount of the benefits to which such Participant would be entitled under the provisions of the Applicable Defined Benefit Pension Plan, the provisions of the SERP and the provisions of the Supplemental Benefit Plan (expressed in the Applicable Form of Benefit) (a) had the amount of compensation used under the Applicable Defined Benefit Pension Plan to calculate benefits (expressed on an annual basis) been increased by the average of the three highest Awards made to such Participant (or such number of Awards actually made to such Participant if less than three) under the Applicable Executive Incentive Compensation Plan (without regard to any deferral of receipt of an Award elected by such Participant) within the five consecutive years immediately preceding the Participant's retirement under the Applicable Defined Benefit Pension Plan and (b)(1) had the amount of the benefits under such plans not been otherwise reduced due to the limitations imposed by Section 415 of the Internal Revenue Code, (2) had any dollar limitation under the Internal Revenue Code on the amount of compensation that may be considered in determining benefits under such plans not been imposed, and (3) had the deferred compensation earned by such Participant which was excluded - 4 -

5 from the Participant's compensation base used in determining retirement benefits under such plans been included in such compensation base, and (ii) the amount of benefits, if any, to which such Participant is otherwise entitled under the Applicable Defined Benefit Pension Plan, the SERP and the Supplemental Benefit Plan. To the extent that a cost of living adjustment is made to benefits payable under the Applicable Defined Benefit Pension Plan, a comparable and proportional adjustment will be made to the benefits payable herein. 3.2 The monthly benefit provided to a Participant under Section 3.1 shall commence as of the first day of the month on which such Participant begins receipt of retirement benefits under the Applicable Defined Benefit Pension Plan and shall continue for so long as benefits are payable to such Participant (or his surviving spouse) under such Applicable Defined Benefit Pension Plan. Notwithstanding the above, if an individual who then qualifies as a "specified employee", as defined in Section 409A(a)(2)(B)(i) of the Internal Revenue Code, incurs a separation from service for any reason other than death and becomes entitled to a distribution from this Plan, as a result of such separation from service, no distribution subject to 409A otherwise payable to such specified employee during the first six (6) months after the date of such separation from service, shall be paid to such specified employee until the date which is one day after the date which is six (6) months after the date of such separation from service (or, if earlier, the date of death of the specified employee). 3.3 Death Benefits - This Section 3.3 defines the amount of death benefits, if any, which will be paid to the surviving spouse of a Participant who dies while employed by the Company. In order to receive death benefits hereunder, a surviving spouse must have been legally married to the Participant for at least one (1) year prior to the Participant's death and the - 5 -

6 sum of the Participant's actual years of Benefit Service and constructive years of Benefit Service granted under the Supplemental Executive Retirement Plan must equal at least ten (10) years. The amount of death benefits payable from this Plan shall be the difference, if any, between (i) the amount of the death benefits to which such surviving spouse would have been entitled under the provisions of the Applicable Defined Benefit Pension Plan, the SERP, the Supplemental Benefit Plan (expressed as a single life annuity) (a) had the amount of the Participant's compensation used under the Applicable Defined Benefit Pension Plan to calculate benefits (expressed on an annual basis) under such plans been increased by the average of the three highest Awards made to such Participant (or such number of Awards actually made to such Participant if less than three) under the Executive Incentive Compensation Plan (without regard to any deferral of receipt of an Award elected by such Participant) within the five consecutive years immediately preceding the Participant's retirement under the Applicable Defined Benefit Pension Plan or death, as the case may be, and (b)(1) had the amount of the benefits under such plans not been otherwise reduced due to the limitations imposed by Section 415 of the Internal Revenue Code, (2) had any dollar limitation under the Internal Revenue Code on the amount of compensation that may be considered in determining benefits under such plans not been imposed, and (3) had the deferred compensation earned by the Participant which was excluded from the Participant's compensation base used in determining retirement benefits under such plans been included in such compensation base, and (ii) the amount of the benefits, if any, to which the surviving spouse would otherwise be entitled under the Applicable Defined Benefit Pension Plan, the SERP, and the Supplemental Benefit Plan. 3.4 The monthly death benefit provided to a surviving spouse under Section 3.3 shall commence as of the first day of the month on which such surviving spouse begins receipt of - 6-

7 death benefits under the Applicable Defined Benefit Pension Plan and shall continue for so long as benefits are payable to such surviving spouse under either such Plan. 3.5 Loss of Benefits (a) Notwithstanding any other section of this Plan, if a Participant is discharged by the Company because of misfeasance, malfeasance, dishonesty, fraud, misappropriation of funds, or commission of a felony, such Participant's rights to any benefit under this Plan shall be forfeited. (b) If during his employment with the Company or after the Participant has ceased to be employed by the Company, and after providing him an opportunity to be heard, following 30 days written notice, sent by registered mail, return receipt requested, the Committee finds that such Participant has used or is using trade secrets or other confidential, secret or proprietary information gained while in the employ of the Company in a manner which is, or is likely to be detrimental to the best interests of the Company, the Committee shall notify such Participant of such findings and stop all current and future distributions of his interest hereunder. If, within one year of the date or such notice, it is determined by the Committee upon proof submitted by such Participant that he has ceased to so use such information and the Company's loss from such Participant's past and future improper use of such information is likely to be insubstantial in proportion to the future loss of his benefit hereunder, the Committee may reinstate him; and, if payment of his retirement income has stopped, it shall be resumed. If he is not reinstated within one year of such notice, the Committee shall cancel his interest hereunder. 3.6 Facility of Payment - If the Committee shall find that any person to whom a benefit is payable is unable to care for his affairs because of illness or accident, any payment due hereunder (unless a prior claim therefore shall have been made by a duly appointed guardian, - 7 -

8 committee, or other legal representative) may be paid to the spouse, a child, children, a parent, or a brother or sister, or to any person deemed by the Company to have incurred expense for such person otherwise entitled to payment. Any such payment shall be a complete discharge of all liability under the Plan therefore. 3.7 Payment of Benefits Upon Change in Control (a) Notwithstanding any other provisions of the Plan except Section 3.5, if a Participant terminates employment before the later of (i) the date the employee attains age 59, or (ii) the date the employee first attains either his Early Retirement Date or his Normal Retirement Date under the Applicable Defined Benefit Pension Plan for any reason other than death following the occurrence of an event described in subsection (b) of this Section 3.7, the entitlements of such Participant under the Plan shall be paid to him in a lump sum within thirty (30) days of the date of his termination of employment. The amount of such lump sum payment shall be computed in two steps. Under the first step, a calculation will be made of the monthly annuity payments to which such Participant would otherwise have been entitled under the provisions of Sections 3.1 and 3.2 of the Plan based upon the service performed by the Participant through the date of such termination of employment, plus any constructive years of Benefit Service granted under the Supplemental Executive Retirement Plan (hereinafter collectively referred to as "Aggregate Service") under the assumptions that (i) the Participant was scheduled to commence receipt of benefits under this Plan as of the earliest date on which the Participant could receive benefits under the Applicable Defined Benefit Pension Plan that were not subject to any early retirement reduction factor described in Section 3.02(a) of the Applicable Defined Benefit Pension Plan determined as if such Participant's years of Vesting Service under the Applicable Defined Benefit Pension Plan equaled his Aggregate Service and - 8-

9 (ii) this Plan did not contain any minimum age requirement as to eligibility for receipt of benefits. Under the second step, such monthly annuity payments will be discounted to their present value as of the date of the Participant's termination of employment using the Pension Benefit Guaranty Corporation's immediate payment interest rate in effect on the date of the Participant's termination of employment plus one-half of one percent (1/2%). (b) The provisions of subsection (a) of this Section 3.7 shall apply in the event that (i) any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 35% or more of the combined voting power of the Company's then outstanding securities; or (ii) during any period of twelve (12) consecutive months (not including any period prior to the adoption of this Plan), individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in clause (i) or (iii) of this subsection (b)) whose election by the Board of Directors of the Company or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation other than a merger or - 9-

10 consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, the stockholders of the Company approve a plan of complete liquidation of the Company, or the stockholders of the Company approve an agreement for the sale or disposition by the Company of all or substantially all the Company's assets. IV. Administration of the Plan 4. 1 Administration - The Compensation/Human Resources Committee of the Board of Directors shall administer the Plan. (a) The Committee shall have the sole, exclusive authority to interpret and construe the provisions of this Plan, to decide any disputes which may arise with regard to the rights of employees under the terms of this Plan, to give instructions and directions necessary hereunder and, in general, to direct the administration of the Plan. All fees, salaries, and other costs incurred in connection therewith shall be paid by the Company. (b) The Committee shall keep or cause to be kept, records containing all relevant data pertaining to Participants and their rights under this Plan, and is charged with the primary duty of seeing that each Participant receives the benefits to which he may be entitled under this Plan. 4.2 Accounts and Reports - The Company and its officers, employees and directors or designees and the Committee shall be entitled to rely upon all tables, valuations, certificates, and reports furnished by any actuary selected by the Committee; upon all certificates and reports made by any accountant selected by the Committee; and upon all opinions given by any legal

11 counsel selected by the Committee; and the Company and its officers and directors or designees and the Committee shall be fully protected in respect of any action taken or suffered by them in good faith in reliance upon any tables, valuations, certificates, reports, opinions, or other advice furnished by any such actuary, accountant, or counsel; and all action so taken or suffered shall be conclusive upon each of them and upon all Participants of the Plan. 4.3 Expenses of Administration - All expenses shall be paid by the Company. 4.4 Liability - The Company, the Board of Directors, the Committee, officers, and employees shall incur no liability for any action taken in good faith in connection with the administration of this Plan. The Company may provide all appropriate and necessary insurance to render the aforesaid harmless from any and all liability incurred in the discharge of their duties. V. Funding 5.1 Company Contributions - The Company has established a grantor trust (Trust 2 originally executed on May 1, 1995) to hold assets to secure the Company's obligations to the Participant under this Plan in such a manner that the establishment of such a trust does not result in the Plan being "funded" for purposes of the Internal Revenue Code of 1986, as amended. Such trust initially received a transfer of a Ten Thousand Dollars ($ 10,000). However, such trust provides that the full present value of the benefits of the benefits payable hereunder shall subsequently be contributed to the trust in the event the Company fails to pay such benefits due hereunder in a timely manner. Except to the extent provided through a grantor trust established under the provisions of this Section, all payments under this Plan shall be made out of the Company's general revenue, a Participant's right to payment shall be solely that of an unsecured general creditor of the Company, and no assets of the Company shall be set aside, earmarked or

12 placed in trust or escrow for the benefit of any Participant to fund the Company's obligations which may exist under the Plan. 5.2 Employee Contributions - No Participant shall be required or permitted to make any contribution to the Plan. VI. Miscellaneous 6.1 Limitation of Responsibility - Neither the establishment of the Plan, any modifications thereof, nor the payment of any benefits shall be construed as giving to any Participant or other person any legal or equitable right against the Company (the Board of Directors, the Committee, or any officer or employee) except as herein provided, and in no event shall the other terms of employment of any employee be modified or in any way affected thereby 6.2 Restrictions on Alienation and Assignment - Except as any of the following provisions may be contrary to the law of any state having jurisdiction in the premises, no Participant, or beneficiary shall have the right to assign transfer, hypothecate, encumber, commute or anticipate his interest in any payments under this Plan, and such payments shall not in any way be subject to any legal process to levy upon or attach the same for payment of any claim against any Participant, or beneficiary. 6.3 Failure to Claim Amounts Payable under the Plan - In the event that any amount shall become payable hereunder to any person or, upon his death, to his surviving spouse and if after written notice from the Committee mailed to such person's last known address as shown in the Company's records, such person or his personal representative shall not have presented himself to the Committee within six months after mailing of such notice, the Committee may, but it is not required to, determine that such person's interest in the Plan has terminated, which determination shall be conclusive upon all persons provided, however, in lieu of the foregoing,

13 the Committee may in its sole discretion apply to a court of competent jurisdiction for direction as to the distribution of such amount. 6.4 Right of the Company to Dismiss or Demote Employees - Neither the action of the Company in establishing this Plan nor any action taken by it under any provisions of this Plan shall be construed as giving to any employee of the Company the right to be retained in any specific position or in its employ in general or any right to any retirement income or benefit or to any payment whatsoever, except to the extent of the benefits which may be provided for by the express provisions of this Plan. The Company expressly reserves the right at any time, to dismiss, demote or reduce the compensation of any employee without incurring any liability for any claim against itself for any payment whatsoever. 6.5 Amendment and Termination - Nothing in this Plan shall be deemed to limit the Company's right, by resolution of the Board of Directors of the Company, to amend, modify or terminate the Plan at any time and for any reason except that no such amendment, modification or termination shall serve to decrease the Participants' benefits accrued under this Plan, other than by operation of Section 3.5 or by operation of an involuntary termination of employment under the rights reserved to the Company in Section Laws to Govern - The provisions of this Plan shall be construed, administered, and enforced according to the laws of the District of Columbia

14 IN WITNESS WHEREOF, the Company has caused this restated version of the Plan to be signed effective this 6 th day of January, 2006, which restated version reflects all modifications made to the Plan through such date of execution. ATTEST By /s/ ELLEN S. ROGERS Secretary PEPCO HOLDINGS, INC. By /s/ D. R. WRAASE Chief Executive Officer

The American Funds Roth IRA Trust Agreement Pending IRS approval. Section 1 Definitions As used in this trust agreement ( Agreement ) and the related Application, the following terms shall have the meaning

EXHIBIT 10(cf) NATIONAL WESTERN LIFE INSURANCE COMPANY NON-QUALIFIED DEFERRED COMPENSATION PLAN As Amended and Restated Effective as of January 1, 2009 NATIONAL WESTERN LIFE INSURANCE COMPANY NON-QUALIFIED

June 10, 2009 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DOMTAR CORPORATION The corporation was incorporated under the name Weyerhaeuser TIA, Inc. by the filing of its original Certificate of

ABC CORPORATION, INC. DEFERRED COMPENSATION PLAN Effective as of, This sample is provided for general information purposes. Deferral.com does not practice law or render legal, tax or investment advice.

EMPLOYEES RETIREMENT PLAN OF ABC COMPANY DRAFT COPY ARTICLE I Object, Name and Effective Date Object The Plan is a statement of the policy of ABC COMPANY on the retirement of its employees, the provisions

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUNCOKE ENERGY, INC. SunCoke Energy, Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and

Exhibit 10(iii)(A).10-2 SALARY CONTINUATION AGREEMENT THIS AGREEMENT made and entered into effective as of the 31st day of January, 2006 ("Effective Date") between INSURERS ADMINISTRATIVE CORPORATION (lac),

AMERICAN FEDERATION OF MUSICIANS AND EMPLOYERS PENSION FUND Procedures for Determining the Qualified Status of a State Domestic Relations Order Under current law, the American Federation of Musicians and

BOX, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Box, Inc. (the Corporation ), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: A. The

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of BAXTER INTERNATIONAL INC. Pursuant to Sections 242 and 245 of the General Corporation Law of Delaware Baxter International Inc., a corporation organized

LUNDIN MINING CORPORATION INCENTIVE STOCK OPTION PLAN ARTICLE I INTRODUCTION 1.1 Purpose of Plan The purpose of the Plan is to secure for the Company and its shareholders the benefits of incentive inherent

1 The Public Employees Pension Plan Act being Chapter P-36.2 of the Statutes of Saskatchewan, 1996 (effective July 1, 1997) as amended by the Statutes of Saskatchewan, 2000, c.4; 2001, c.50 and 51; 2002,

RESTATED CERTIFICATE OF INCORPORATION OF CHEVRON CORPORATION Chevron Corporation, a corporation organized and existing under the laws of the State of Delaware (the Corporation ), hereby certifies as follows:

TRUST AGREEMENT TO DEMONSTRATE LIABILITY COVERAGE Trust Agreement, the "Agreement," entered into as of by and between (date) a, (name of owner or operator) (Name of State (insert "corporation," "partnership,"

CERTIFICATE OF DESIGNATION OF PREFERRED STOCK OF LIGHTING SCIENCE GROUP CORPORATION To Be Designated Series B Preferred Stock Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware

RETIREMENT BENEFITS Introduction To Your Plan Woodmen of the World Life Insurance Society and/or Omaha Woodmen Life Insurance Society ("Woodmen") sponsors and maintains this retirement plan, known as the

CITY OF GROSSE POINTS FARMS SUMMARY OF ORDINANCE NO. 386 ENTITLED AN ORDINANCE TO AMEND AND RESTATE THE PROVISIONS OF THE CITY OF GROSSE POINTE FARMS PUBLIC SAFETY OFFICER RETIREMENT SYSTEM TO INCORPORATE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BAXALTA INCORPORATED Pursuant to Sections 228, 242 and 245 of the Delaware General Corporation Law Baxalta Incorporated (hereinafter in this Amended

CHAPTER 428 AN ACT concerning retirement benefits for members of the Police and Firemen's Retirement System of New Jersey, amending various parts of the statutory law and supplementing P.L.1944, c.255.

RESTATED CERTIFICATE OF INCORPORATION OF VALERO ENERGY CORPORATION (including amendments through May 24, 2011) ARTICLE I The name of the corporation is Valero Energy Corporation. ARTICLE II The address

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DELTA AIR LINES, INC. The name of the Corporation is Delta Air Lines, Inc. (the Corporation ). The original Certificate of Incorporation of the Corporation

THE THIRD AMENDMENT AND RESTATEMENT OF THE NON-CERTIFICATED EMPLOYEES RETIREMENT PLAN OF THE JUNIOR DISTRICT OF ST. LOUIS, ST. LOUIS COUNTY, MISSOURI Effective July 1, 2007 S:\CLIENTS\07891\00005\S2440378.DOC

Founder Stock Purchase Agreement Document 1330A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any of the providers of information that

CHAPMAN UNIVERSITY DEFINED CONTRIBUTION RETIREMENT PLAN Summary Plan Description This document is a summary of the provisions of Chapman University Defined Contribution Retirement Plan (the Plan ) as in

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DUKE ENERGY CORPORATION DUKE ENERGY CORPORATION, a corporation organized and existing under the laws of the State of Delaware (the Corporation ), DOES

THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE

CERTIFICATE OF DESIGNATION OF TERMS OF NON-CUMULATIVE CONVERTIBLE SERIES 2004-1 PREFERRED STOCK 1. Designation, Par Value and Number of Shares. The designation of the series of preferred stock of the Federal

RESTATED CERTIFICATE OF INCORPORATION OF GENERAL MILLS, INC. as amended through October 31, 2001 RESTATED CERTIFICATE OF INCORPORATION OF GENERAL MILLS, INC. ARTICLE I The name of this Corporation is General

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF EASTMAN CHEMICAL COMPANY ORIGINAL CERTIFICATE OF INCORPORATION FILED WITH SECRETARY OF STATE OF DELAWARE ON JULY 29, 1993; AMENDMENTS FILED ON DECEMBER

CERTIFICATE OF INCORPORATION OF CORE-MARK HOLDING COMPANY, INC. ARTICLE ONE The name of the Corporation is Core-Mark Holding Company, Inc. ARTICLE TWO The address of the Corporation s registered office

RESTATED CERTIFICATE OF INCORPORATION OF BECTON, DICKINSON AND COMPANY AS OF JANUARY 29, 2013 Becton, Dickinson and Company, a corporation organized and existing under the laws of the State of New Jersey,

SUPERINTENDENT S EMPLOYMENT CONTRACT THIS CONTRACT is made this 16th day of January, 2007, between THE SCHOOL BOARD OF SARASOTA COUNTY, FLORIDA ( Board ) and GARY W. NORRIS ( Superintendent or Dr. Norris

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GANNETT SPINCO, INC. Gannett Spinco, Inc., a corporation organized and existing under the laws of the State of Delaware, pursuant to Sections 242 and

MAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN (As amended) 1 The Company wishes to attract employees to the Company, its Subsidiaries and Affiliates and to induce employees to remain

RESTATED CERTIFICATE OF INCORPORATION OF MONSANTO COMPANY Monsanto Company, a corporation organized and existing under the laws of the State of Delaware, does hereby certify: 1. The name of the corporation

This agreement entered into Between: ( the Company ) and ( the Broker ) witnesseth that in consideration of the mutual covenants of the parties herein contained, the parties hereto agree as follows: 1.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION FIRST: NAME. The name of the Corporation is Science Applications International Corporation. SECOND: ADDRESS.

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DYNEGY INC. Pursuant to Section 303 of the Delaware General Corporation Law Dynegy Inc., a corporation duly organized and validly existing under

SAMPLE BUY-SELL AGREEMENT Should be reviewed by an attorney familiar with the laws in your state before using for your business. This Buy-Sell Agreement (this "Agreement") is made effective as of, between

Delaware PAGE I The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "JACOBS ENGINEERING

Agreement Document 1562A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any of the providers of information that appear on the web site

BROKERAGE Development General Agent AGREEMENT BANNER LIFE INSURANCE COMPANY ROCKVILLE, MARYLAND Agreement of Brokerage Development General Agent 1. APPOINTMENT Subject to the terms and conditions of this

CHAPMAN UNIVERSITY DEFINED CONTRIBUTION RETIREMENT PLAN Summary Plan Description This document is a summary of the provisions of Chapman University Defined Contribution Retirement Plan (the Plan ) as in

INVESTMENT MANAGEMENT SERVICES AGREEMENT THIS AGREEMENT is made this day of, 20 by and between I.Q. Trends Private Client Asset Management (the Advisor ), a California corporation, whose principal place

TITLE 114 LEGISLATIVE RULES INSURANCE COMMISSIONER SERIES 4 INSIDER TRADING OF EQUITY SECURITIES OF A DOMESTIC STOCK INSURANCE COMPANY 114-4-1. General. 1.1. Scope. -- The purpose of this regulation is

LAND TRUST AGREEMENT THIS LAND TRUST AGREEMENT is made this day of 20, by and between, Grantor and Beneficiary, (hereinafter referred to as the "Beneficiaries", whether one or more), and, TRUSTEE of the

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NYSE GROUP, INC. NYSE Group, Inc. (the Corporation ), a corporation organized and existing under the Delaware General Corporation Law, as amended

RESTATED ARTICLES OF INCORPORATION of PHILIP MORRIS COMPANIES INC. ARTICLE I The name of the Corporation is PHILIP MORRIS COMPANIES INC. ARTICLE II The purpose for which the Corporation is organized is

THE ITC BUY OUT BOND BROCHURE www.independent-trustee.com If you were the member of an occupational pension scheme, leaving or have left employment, or your pension scheme is being wound up, it is time

RESTATED ARTICLES OF INCORPORATION OF NEXTERA ENERGY, INC. ARTICLE I Name The name of the Corporation is NextEra Energy, Inc. ARTICLE II Purpose The purpose for which the Corporation is organized is the

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF FRESHPET, INC. (a Delaware corporation) Freshpet, Inc., a Delaware corporation (the Corporation ), hereby certifies as follows: 1. The name of

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPHABET INC. a Delaware Corporation Alphabet Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation ),

FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001) (Originally incorporated on November 25, 1986, under the name CL Acquisition Corporation) FIRST. The